Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
The information required in the remainder of this cover
page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13G
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CUSIP No. 29363K 105
|
|
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|
Page
2
of 21 Pages
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Essex Woodlands Health Ventures
VIII, LLC
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
3,231,656
(1)
|
|
6
|
|
SHARED VOTING POWER
-0-
|
|
7
|
|
SOLE DISPOSITIVE POWER
3,231,656
(1)
|
|
8
|
|
SHARED DISPOSITIVE POWER
-0-
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,231,656
(1)
|
10
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
12.6%
|
12
|
|
TYPE OF REPORTING
PERSON
OO
|
(1)
|
Includes 2,928,689 shares held by Essex Woodlands Health Ventures Fund VIII, L.P., 211,159 shares held by Essex Woodlands Health Ventures Fund
VIII-A,
L.P. and 91,808 shares held
by Essex Woodlands Health Ventures Fund
VIII-B,
L.P.
|
|
|
|
|
|
CUSIP No. 29363K 105
|
|
|
|
Page
3
of 21 Pages
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Essex Woodlands Health Ventures
VIII, L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
3,231,656
(1)
|
|
6
|
|
SHARED VOTING POWER
-0-
|
|
7
|
|
SOLE DISPOSITIVE POWER
3,231,656
(1)
|
|
8
|
|
SHARED DISPOSITIVE POWER
-0-
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,231,656
(1)
|
10
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
12.6%
|
12
|
|
TYPE OF REPORTING
PERSON
PN
|
(1)
|
Includes 2,928,689 shares held by Essex Woodlands Health Ventures Fund VIII, L.P., 211,159 shares held by Essex Woodlands Health Ventures Fund
VIII-A,
L.P. and 91,808 shares held
by Essex Woodlands Health Ventures Fund
VIII-B,
L.P.
|
|
|
|
|
|
CUSIP No. 29363K 105
|
|
|
|
Page
4
of 21 Pages
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Essex Woodlands Health Ventures Fund
VIII, L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
2,928,689
|
|
6
|
|
SHARED VOTING POWER
-0-
|
|
7
|
|
SOLE DISPOSITIVE POWER
2,928,689
|
|
8
|
|
SHARED DISPOSITIVE POWER
-0-
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,928,689
|
10
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
11.41%
|
12
|
|
TYPE OF REPORTING
PERSON
PN
|
|
|
|
|
|
CUSIP No. 29363K 105
|
|
|
|
Page
5
of 21 Pages
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Essex Woodlands Health Ventures Fund
VIII-A,
L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
211,159
|
|
6
|
|
SHARED VOTING POWER
-0-
|
|
7
|
|
SOLE DISPOSITIVE POWER
211,159
|
|
8
|
|
SHARED DISPOSITIVE POWER
-0-
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
211,159
|
10
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
0.82%
|
12
|
|
TYPE OF REPORTING
PERSON
PN
|
|
|
|
|
|
CUSIP No. 29363K 105
|
|
|
|
Page
6
of 21 Pages
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Essex Woodlands Health Ventures Fund
VIII-B,
L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
91,808
|
|
6
|
|
SHARED VOTING POWER
-0-
|
|
7
|
|
SOLE DISPOSITIVE POWER
91,808
|
|
8
|
|
SHARED DISPOSITIVE POWER
-0-
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,808
|
10
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
0.36%
|
12
|
|
TYPE OF REPORTING
PERSON
PN
|
|
|
|
|
|
CUSIP No. 29363K 105
|
|
|
|
Page
7
of 21 Pages
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Martin P. Sutter
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
-0-
|
|
6
|
|
SHARED VOTING POWER
3,231,656
(1)
|
|
7
|
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
|
SHARED DISPOSITIVE POWER
3,231,656
(1)
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,231,656
(1)
|
10
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
12.6%
|
12
|
|
TYPE OF REPORTING
PERSON
IN
|
(1)
|
Includes 2,928,689 shares held by Essex Woodlands Health Ventures Fund VIII, L.P., 211,159 shares held by Essex Woodlands Health Ventures Fund
VIII-A,
L.P. and 91,808 shares held
by Essex Woodlands Health Ventures Fund
VIII-B,
L.P.
|
|
|
|
|
|
CUSIP No. 29363K 105
|
|
|
|
Page
8
of 21 Pages
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Jeff Himawan
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
-0-
|
|
6
|
|
SHARED VOTING POWER
3,231,656
(1)
|
|
7
|
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
|
SHARED DISPOSITIVE POWER
3,231,656
(1)
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,231,656
(1)
|
10
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
12.6%
|
12
|
|
TYPE OF REPORTING
PERSON
IN
|
(1)
|
Includes 2,928,689 shares held by Essex Woodlands Health Ventures Fund VIII, L.P., 211,159 shares held by Essex Woodlands Health Ventures Fund
VIII-A,
L.P. and 91,808 shares held
by Essex Woodlands Health Ventures Fund
VIII-B,
L.P.
|
|
|
|
|
|
CUSIP No. 29363K 105
|
|
|
|
Page
9
of 21 Pages
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Ronald W. Eastman
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
-0-
|
|
6
|
|
SHARED VOTING POWER
3,231,656
(1)
|
|
7
|
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
|
SHARED DISPOSITIVE POWER
3,231,656
(1)
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,231,656
(1)
|
10
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
12.6%
|
12
|
|
TYPE OF REPORTING
PERSON
IN
|
(1)
|
Includes 2,928,689 shares held by Essex Woodlands Health Ventures Fund VIII, L.P., 211,159 shares held by Essex Woodlands Health Ventures Fund
VIII-A,
L.P. and 91,808 shares held
by Essex Woodlands Health Ventures Fund
VIII-B,
L.P.
|
|
|
|
|
|
CUSIP No. 29363K 105
|
|
|
|
Page
10
of 21 Pages
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Guido J. Neels
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
-40,000-
|
|
6
|
|
SHARED VOTING POWER
3,231,656
(1)
|
|
7
|
|
SOLE DISPOSITIVE POWER
-40,000-
|
|
8
|
|
SHARED DISPOSITIVE POWER
3,231,656
(1)
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,271,656
(1)
|
10
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
12.75%
|
12
|
|
TYPE OF REPORTING
PERSON
IN
|
(1)
|
Includes 2,928,689 shares held by Essex Woodlands Health Ventures Fund VIII, L.P., 211,159 shares held by Essex Woodlands Health Ventures Fund
VIII-A,
L.P. and 91,808 shares held
by Essex Woodlands Health Ventures Fund
VIII-B,
L.P.
|
|
|
|
|
|
CUSIP No. 29363K 105
|
|
|
|
Page
11
of 21 Pages
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Petri Vainio
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
-0-
|
|
6
|
|
SHARED VOTING POWER
3,231,656
(1)
|
|
7
|
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
|
SHARED DISPOSITIVE POWER
3,231,656
(1)
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,231,656
(1)
|
10
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
12.6%
|
12
|
|
TYPE OF REPORTING
PERSON
IN
|
(1)
|
Includes 2,928,689 shares held by Essex Woodlands Health Ventures Fund VIII, L.P., 211,159 shares held by Essex Woodlands Health Ventures Fund
VIII-A,
L.P. and 91,808 shares held
by Essex Woodlands Health Ventures Fund
VIII-B,
L.P.
|
|
|
|
|
|
CUSIP No. 29363K 105
|
|
|
|
Page
12
of 21 Pages
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Steve Wiggins
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
-0-
|
|
6
|
|
SHARED VOTING POWER
3,231,656
(1)
|
|
7
|
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
|
SHARED DISPOSITIVE POWER
3,231,656
(1)
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,231,656
(1)
|
10
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
12.6%
|
12
|
|
TYPE OF REPORTING
PERSON
IN
|
(1)
|
Includes 2,928,689 shares held by Essex Woodlands Health Ventures Fund VIII, L.P., 211,159 shares held by Essex Woodlands Health Ventures Fund
VIII-A,
L.P. and 91,808 shares held
by Essex Woodlands Health Ventures Fund
VIII-B,
L.P.
|
|
|
|
|
|
CUSIP No. 29363K 105
|
|
|
|
Page
13
of 21 Pages
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Immanuel Thangaraj
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
-0-
|
|
6
|
|
SHARED VOTING POWER
3,231,656
(1)
|
|
7
|
|
SOLE DISPOSITIVE POWER
-0-
|
|
8
|
|
SHARED DISPOSITIVE POWER
3,231,656
(1)
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,231,656
(1)
|
10
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
12.6%
|
12
|
|
TYPE OF REPORTING
PERSON
IN
|
(1)
|
Includes 2,928,689 shares held by Essex Woodlands Health Ventures Fund VIII, L.P., 211,159 shares held by Essex Woodlands Health Ventures Fund
VIII-A,
L.P. and 91,808 shares held
by Essex Woodlands Health Ventures Fund
VIII-B,
L.P.
|
ORIGINAL REPORT ON SCHEDULE 13G
Item 1.
|
(a)
|
Name of Issuer: Entellus Medical, Inc.
|
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(b)
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Address of Issuers Principal Executive Offices:
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3600 Holly Lane North, Suite 40
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Plymouth, Minnesota 55447
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Item 2.
(a) Name of Person Filing: This Schedule 13G is being filed jointly by Essex Woodlands Health Ventures Fund VIII, L.P., a Delaware limited
partnership (
Essex VIII
), Essex Woodlands Health Ventures Fund
VIII-A,
L.P., a Delaware limited partnership (
Essex
VIII-A
), Essex
Woodlands Health Ventures Fund
VIII-B,
L.P., a Delaware limited partnership (
Essex
VIII-B
, and together with Essex VIII and Essex
VIII-A,
the
Essex VIII Funds
), Essex Woodlands Health Ventures VIII, L.P., a Delaware limited partnership, the general partner of the Essex VIII Funds (the
Essex VIII Funds GP
),
Essex Woodlands Health Ventures VIII, LLC, a Delaware limited liability company, the general partner of the Essex VIII Funds GP (the
Essex VIII General Partner
), Martin P. Sutter, an individual, Jeff Himawan, an individual, Ronald
W. Eastman, an individual, Guido J. Neels, an individual, Petri Vainio, an individual, Steve Wiggins, an individual, and Immanuel Thangaraj, an individual (each a
Manager
, collectively, the
Managers
, and
together with the Essex VIII Funds, Essex VIII Funds GP and the Essex VIII General Partner, the
Reporting Persons
).
(b)
Address of Principal Business Office: The address of the principal business of each of the Reporting Persons is 21 Waterway Avenue, Suite 225, The Woodlands, Texas 77380.
(c) Citizenship: The Essex VIII Funds and Essex VIII Funds GP are each Delaware limited partnerships. The Essex VIII General Partner is a
Delaware limited liability company. Each Manager is an individual who is a citizen of the United States.
(d) Title and Class of
Securities: Common Stock
(e) CUSIP Number: 29363K 105
Item 3. If this statement is filed pursuant to
§§ 240.13d-1(b)
or
240.13d-2(b)
or (c), check whether the person filing is a:
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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a 8).
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(e)
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☐
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An investment adviser in accordance with
§
240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with
§
240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with
§
240.13d-
1(b)(1)(ii)(G);
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(h)
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☐
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a 3);
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(j)
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☐
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Group, in accordance with
§
240.13d-1(b)(1)(ii)(J).
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Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.
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(a)
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Amount Beneficially Owned:
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For Essex VIII, 2,928,689 shares of Common Stock.
For Essex
VIII-A,
211,159 shares of Common Stock.
For Essex
VIII-B,
91,808 shares of Common Stock.
For each of Essex VIII Funds GP and Essex VIII General Partner, 3,231,656 shares of Common Stock.
For each of the Managers: Martin P. Sutter, Jeff Himawan, Ronald W. Eastman, Petri Vaino,
Steve Wiggins, and Immanuel Thangaraj, 3,231,656 shares of Common Stock.
For the Manager: Guido Neels, 3,271,656 shares of Common Stock.
The following percentages are calculated based on 25,647,935 shares of
Common Stock outstanding on January 2, 2018, as set forth in the Issuers Schedule 14A filed with the Securities and Exchange Commission on January 8, 2018.
For Essex VIII, 11.41%.
For
Essex
VIII-A,
0.82%.
For Essex
VIII-B,
0.36%.
For each of Essex VIII Funds GP and Essex VIII General Partner, 12.60%.
For each of the Managers: Martin P. Sutter, Jeff Himawan, Ronald W. Eastman, Petri Vaino,
Steve Wiggins, and Immanuel Thangaraj, 12.60%.
For the Manager: Guido Neels, 12.75%
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(c)
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Number of shares as to which such person has:
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(i) Sole power to vote or to direct the vote:
For Essex VIII, 2,928,689 shares of Common Stock.
For Essex
VIII-A,
211,159 shares of Common Stock.
For Essex
VIII-B,
91,808 shares of Common Stock.
For each of Essex VIII Funds GP and Essex VIII General Partner, 3,231,656 shares of Common Stock.
For the Manager: Guido Neels, 40,000 shares of Common Stock
(ii) Shared power to vote or to direct the vote:
For each of the Managers: Martin P. Sutter, Jeff Himawan, Ronald W. Eastman, Petri Vaino,
Steve Wiggins, and Immanuel Thangaraj, 3,231,656 shares of Common Stock.
For the Manager: Guido Neels, 3,271,656 shares of Common Stock
(iii) Sole power to dispose or to direct the disposition of:
For Essex VIII, 2,928,689 shares of Common Stock.
For Essex
VIII-A,
211,159 shares of Common Stock.
For Essex
VIII-B,
91,808 shares of Common Stock.
For each of Essex VIII Funds GP and Essex VIII General Partner, 3,231,656 shares of Common Stock.
For the Manager: Guido Neels, 40,000 shares of Common Stock
(iv) Shared power to dispose or to direct the disposition of:
For each of the Managers: Martin P. Sutter, Jeff Himawan, Ronald W. Eastman, Petri Vaino,
Steve Wiggins, and Immanuel Thangaraj, 3,231,656 shares of Common Stock.
For the Manager: Guido Neels, 3,271,656 shares of Common Stock
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following ☐.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
N/A
Item 7.
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of
Group.
N/A
Item 10. Certifications.
N/A
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Date: February 15, 2018
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ESSEX WOODLANDS HEALTH VENTURES VIII, LLC
By:
/s/ Martin P.
Sutter
Name: Martin P. Sutter
Title: Managing Director
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INDIVIDUALS:
/s/ Martin P.
Sutter
Name: Martin P. Sutter
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ESSEX WOODLANDS HEALTH VENTURES VIII, L.P.
By: Essex Woodlands Health Ventures VIII, LLC,
Its General Partner
By:
/s/ Martin P.
Sutter
Name: Martin P. Sutter
Title: Managing Director
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/s/ Jeff
Himawan
Name: Jeff Himawan
/s/ Ronald W. Eastman
Name: Ronald W. Eastman
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ESSEX WOODLANDS HEALTH VENTURES
FUND VIII, L.P.
By: Essex Woodlands Health Ventures VIII, L.P.,
Its General Partner
By: Essex Woodlands Health Ventures VIII, LLC,
Its General Partner
By:
/s/ Martin P.
Sutter
Name: Martin P. Sutter
Title: Managing Director
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/s/ Guido J.
Neels
Name: Guido Neels
/s/ Petri
Vainio
Name: Petri Vainio
/s/ Steve
Wiggins
Name: Steve Wiggins
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ESSEX WOODLANDS HEALTH VENTURES
FUND
VIII-A,
L.P.
By: Essex Woodlands Health Ventures VIII, L.P.,
Its General Partner
By: Essex Woodlands Health Ventures VIII, LLC,
Its General Partner
By:
/s/ Martin P.
Sutter
Name: Martin P. Sutter
Title: Managing Director
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/s/ Immanuel
Thangaraj
Name: Immanuel Thangaraj
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ESSEX WOODLANDS HEALTH VENTURES
FUND
VIII-B,
L.P.
By: Essex Woodlands Health Ventures VIII, L.P.,
Its General Partner
By: Essex Woodlands Health Ventures VIII, LLC,
Its General Partner
By:
/s/ Martin P.
Sutter
Name: Martin P. Sutter
Title: Managing Director
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